Appendix 3 –
General terms of partner program
1About the General Terms. The General Terms regulate the terms upon which you sell and consume Crystallize subscriptions and other related services to your customers.
2About the Service Terms. Partner must ensure that it follows the Crystallize Service Terms and that it sells all subscriptions to customers on the basis of the Service Terms, which regulate the use of Crystallize and any related services Crystallize may provide.
3Legal use. Partner warrants that it and the customer will not use Crystallize in a manner that infringes intellectual property rights (IPR) or proprietary rights, publicity or privacy or other rights of third parties, or any other illegal purposes. APIs may only be used for the purpose of using Crystallize as described in the Service Terms.
4Force majeure. Neither Crystallize nor you will be liable for failure or delay in performance on account of events beyond our control, which may include denial-of-service attacks, failure by third party hosting provider or utility provider, strikes, shortages, riots, fires, war, terrorism, governmental action and other force majeure events.
5Power to agree. You warrant that you have validly entered into the partner agreement and are responsible for the conduct and compliance of your business and people.
6Limitation of liability. Partner or Crystallize’s total annual liability arising out of the partner agreement will not exceed the total amount paid by Crystallize in sales commission in the 12 months preceding the event giving rise to liability. Partner or Crystallize will not have any liability to the other or third party for any lost data, profits, savings or revenues or for indirect, special, incidental or other consequential damages.
7Term. The partner agreement is effective until terminated. The partner agreement can be terminated by either of us upon 3 months written notice. Either party may terminate the partner agreement with immediate effect if the other party is in material breach, and fails to remedy the breach within 21 days from notice of the breach.
8Consequences of termination. Upon termination, partner will complete obligations towards customer, immediately cease other use and any distribution of Crystallize. Within 30 days it will delete any software or documentation, and immediately cease advertising and discontinue making any reference to Crystallize. Any references to Crystallize at your website and elsewhere shall be removed within 10 days of the termination. You must ensure a smooth continuation of all customer relationships and may not perform any act or omissions which may damage the customer, Crystallize or the business of selling the subscriptions. Crystallize will pay out all remaining earned commissions due, within 30 days.
9Updated terms. Crystallize may from time to time issue updated or new General Terms. The new terms will become binding upon you if you not within 90 days of being informed of the new terms object to the changes. If Crystallize will not accommodate any objections you may have, you are entitled to terminate our agreement immediately. The new terms will apply until the termination is effective.
10Notices. All notices and other communications shall be in writing in English.
11Assign/transfer. Partner may not assign or transfer any rights or obligations to a third party without prior written consent of Crystallize.
12Non-compete & non-solicitation. Partner may not directly or indirectly compete with, hire, employ or solicit for employment or as consultants, or attempt to establish other professional relationships to Crystallize’s employees, consultants or similar.
13Relationship. Neither of us may bind or represent the other party legally, without prior written agreement. You are an independent and separate entity, conducting implementation of e-commerce solutions, and shall not be deemed an agent of Crystallize.
14Confidentiality. Crystallize and partner shall keep all person and business data received under these terms confidential, also after termination.
15 Choice of law. The General Terms are subject to the laws of Norway. The parties agree that any disputes that arise out of these General Terms shall be settled by the Oslo City Court, as exclusive legal venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.